American Airlines is about to fly out of bankruptcy, but Tom Horton won’t be at the controls.

On Thursday morning, American and US Airways will announce details of their merger, and the CEO of the new company will be US Airways’ Doug Parker, Horton’s one-time colleague at American.

It’s been a long, contentious battle for Horton, who insisted from the outset that any merger discussions should come after, not in the midst of, American’s bankruptcy restructuring.

Yet sitting at AMR Corp. headquarters Sunday in Fort Worth, with his future diminished role a fait accompli, the 51-year-old chairman, president and chief executive of American and its parent seemed strangely content, even modestly triumphant.

“This has never been about me,” Horton said, leaning back in his chair. “I came back to the company in 2006 not because this was a place to have fame and fortune, but because I wanted to help my friend Gerard [Arpey] get the wings level. I spent most of my career with this company. I care a lot about it. That’s why I came back.”

He took over as CEO on Nov. 29, 2011, the day American filed Chapter 11, and said he’s proud of what the whole company has accomplished since then.

“The balance sheet has been restructured. The costs have been made competitive. We’ve got all new labor contracts,” he said. “We are dramatically transforming the fleet and the product. We have relaunched the brand. And we have made a big merger that will make this company very successful.”

There’s been nonstop speculation on how Horton feels about being passed over as CEO and what role he might play in the new American Airlines.

Horton agreed to break his silence because he wants to set the record straight about what he says are inaccurate reports that he’s opposed to the merger. He talked with me with the understanding that I wouldn’t print my story until the morning of the official announcement.

Under the anticipated merger agreement, American’s owners — primarily its creditors — will get at least 72 percent of the new company, and US Airways’ shareholders will get 28 percent. In US Air’s original bid, the smaller carrier would have owned 51 percent of the post-merger airline, Horton said.

Given the current $11 billion market valuation for this deal, every percentage point swing represents between $80 million and $110 million, depending on how the market value plays out.

There are other concessions, Horton said.

American’s creditors should get paid back with money to spare, depending on how the stock trades in the wake of the deal, he said. Any value above that will be distributed to AMR equity holders, who will also get shares in the new American.

So if Horton were writing the headline, it would read: “American acquires US Airways.”

“If this were a stock deal, that’s how it would be positioned,” he said. “It’s going to be located here. It’s going to be the American brand. It’s going to be American’s loyalty program.”

But it won’t be Horton at the top. And that has to sting mightily. He’ll be American’s head cheerleader instead, trying to rally enthusiasm for something he’s been publicly unenthusiastic about.

Horton refuses to go there.

“What’s important now is that the new American has a strong leader backed by a great team,” he said. “My role now is to help ensure that the combination and integration succeed and that the vision of the new American stays on track. I’ll give that all I have.”

Much has been made about whether Horton would become chairman or non-executive chairman of the combined company. His title in the new airline will be non-executive chairman, which means he’ll no longer be a paid employee of the company.

Horton doesn’t expect to stick around too long after the merger gets regulatory blessings and American’s restructuring is made final — a combined process that he expects to take six to nine months.

“At that point, I will have been at this for a couple of years,” Horton said. “That feels like the right sort of tenure for me. I’ll feel like I’ve accomplished what I set out to do.”

Rookies together

Horton and Parker started their airline careers together in the mid-1980s at American, and Horton said he still considers Parker a friend. “We sent each other Christmas cards this year.”

“The board asked me about Doug, and I said, ‘I’ve known him my entire career. He’s a good person. He’s a smart person. He’s very capable, and he’ll do a good job.’

“We’re going to be partners in creating the new American, and I think we’re very excited about what the new company’s going to be.”

There is one thing that sticks in his craw.

“Here’s the irony,” Horton said. “In this [US Airways] campaign that’s been run over the past year, I’ve been painted as a guy who doesn’t want to do a merger. Our board thinks that’s hilarious because it’s been quite the opposite. What I wasn’t bullish on was having our restructuring disrupted early on by someone who had to do a merger.

“Merger? Yeah, I get it. But I wanted to get our house in order first and do it from a position of strength.”

Horton said he initiated talks with Parker about a possible merger in September 2011, shortly after American announced its blockbuster airplane deal for 460 Boeing and Airbus jets, with options for 465 more.

Horton still won’t say where their first secret talk took place, but The Associated Press reported that it was at an exclusive gathering of top airline executives known as Conquistadores del Cielo, or conquerors of the skies. Industry execs like to keep the annual event hush-hush because outsiders might think they’re all cavorting with the enemy.

Horton, who was American Airlines’ president at the time, outlined American’s strategy and US Airways’ possible role in that, and then told Parker to stay tuned.

The morning American filed for bankruptcy, Horton said, he called Parker to clue him in. “I told Doug the same thing that I said before: ‘We have to go through restructuring. It will be very successful. And then we can talk. Believe everything I said late summer.’ It was a very cordial call.”

Blindside

Horton thought he had a gentlemen’s agreement for a stand-down. So Horton was blindsided in January when US Airways launched an offensive in Washington and on Wall Street seeking support for a merger.

Horton came off publicly as dismissive and obdurate.

Horton admits that he was annoyed because he felt US Airways needed a merger much more than American did. “All the noise about ‘American can’t be successful as an independent’ was a bunch of nonsense,” he said. Horton was determined to stay on course with the restructuring.

“Fast-forward to early April” 2012, Horton said, “Doug Parker calls me up early one morning and says, ‘Hey, I just want you to know we’ve made tentative labor agreements with your unions as a predicate to a merger, and I’m sending you a merger proposal.’”

The offer was a 49/51 percent ownership split in US Airways’ favor. “You can imagine things were a little chilly by now,” Horton said.

Horton told the creditors committee about the offer and discussed it with his board.

“We talked about it and said, ‘It’s insufficient. It’s premature.’ We ignored it. We put our heads right back down and kept working.”

But Horton wasn’t winning any votes in the CEO popularity contest.

The unions and US Airways continued at full throttle after forging an alliance. The unions were promised higher pay and benefits in return for backing US Air’s merger proposal.

Horton contends that US Airways’ labor end-around was highly disruptive to American’s efforts to forge its union agreements.

Many people, however, would argue that nothing was more disruptive than the rancor created by American’s stock option bonuses to key executives. The bonuses were set before Horton returned to AMR, but he accepted them. Horton netted $887,000 in 2008 alone, irreparably damaging his credibility with unions that had made major concessions in 2003.

One longtime industry executive called it a cancer that debilitated the entire organization.

Horton skirted the question of how he feels about those bonuses in retrospect, saying future performance compensation at American will be set up with more equanimity throughout the company.

Last summer, the public berating of American’s top brass continued from both US Airways and hostile union leaders.

By mid-July, Horton had had enough of what he calls “mudslinging” by US Airways execs. He called Parker and arranged an early breakfast on July 19 at the Jefferson Hotel in Washington, in what became known as the “oatmeal summit.”

Oh, to have been a raisin in one of those bowls.

Horton said he broached the idea of a nondisclosure agreement to figure out the real benefits of a merger, but Parker, who felt US Airways held the upper hand, didn’t agree to an internal show-and-tell until the end of August.

In the midst of all this, Horton said, he and his top managers were trying to run a global carrier, working on restructuring it and trying to get unions on board — and doing a good job of it.

In early November, after American had new agreements with all its unions except the pilots, US Airways made another offer: 70/30 percent in favor of American. “We now have a proposal that’s starting to look sensible,” Horton said, with the key word being starting.

American and its advisers thought the split should be 80/20. Tempe, Ariz.-based US Airways executives and advisers thought they were already being generous.

“On Thanksgiving weekend, I called Doug and said, ‘Doug, we’ve got all these advisers yapping at each other about what the split should be. They don’t have any authority. Let’s tell everybody, ‘Put your tools down on the split.’ We can both agree that there’s a number somewhere between 70 and 80 that would make sense here.”

Horton said he told Parker that the big issue was how to reconcile the two airlines’ labor agreements.

“We put our team on it. He put his team on it. Everyone did a good job coming up with new [labor] contracts that would facilitate the merger, which is pretty unusual to have all that bolted down up front. It’s more expensive than the deals we’d made, so it’s giving some money back. But they’re pretty reasonable deals.”

‘Human piñata’

In the final phase of the last month, Horton has stepped up his job as referee among AMR’s creditors. At times, he said, he felt like “a human piñata.”

One of the toughest deals was with the ad hoc committee of AMR Corp. These creditors control about $2 billion in AMR debt and other interests.

Once creditors have gotten back par value on their bonds and accrued interest, they’ve agreed to pass along any extra to equity holders, who are also getting a slice of the new company’s shares.

“In the end, the equity holders are going to get an unprecedented recovery,” Horton said. “So are the bondholders. When we filed for bankruptcy, our bonds were trading at 20 [percent of face value]. They’re now trading at 95. That’s because everybody’s getting the picture: successful restructuring, going to be a successful merger.

“We will have the biggest and the best network in the world. It was a windy path to get there,” Horton said. “But I never had any delusions that it was going to be easy.”

What does Horton want to do after American Airlines?

Horton said he isn’t even thinking of that yet. Just as he didn’t want to discuss a merger before getting American’s house in order in the restructuring, he wants to handle first things first.

“I’ll be focused on continuing American’s momentum, getting the merger closed and planning for a smooth integration,” he said.

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About Cheryl Hall

MOST MEMORABLE EXPERIENCE ON THE JOB: Probably my most memorable event was with President George Bush (father) shortly after his failed bid for re-election. He'd been out of the limelight. I tried to ask him some political questions hoping to get a scoop. But he clapped me on the elbow and said, "Cheryl, one of the true joys of being out of office is I don't have to stand here and be interviewed by you. If you'd like to chat informally, I'd be happy to." I took a big breath, clapped him on the arm and said, "So George, how's the house coming?" He talked about going to Sam's and buying really big jars of spaghetti sauce. I felt like I was in the middle of a Saturday Night Live skit.

Another weird moment was going to a black-tie fete at the Kentucky Fried Chicken restaurant that was gearing up to be a fresh-food concept. My "date" for the evening was Dallas restaurateur Norman Brinker, who correctly predicted that the concept would never fly.

SOMETHING PEOPLE DON'T KNOW ABOUT ME: I can be both a bleeding heart liberal and a staunch conservative -- sometimes over the same issue.

IF I HAD TWO SPARE HOURS, I WOULD: Spare hours make me nervous. Given a spare year and plenty of money, I'd travel the world with my husband and daughter.

THE GREATEST CHALLENGE TO COVERING BUSINESS IN NORTH TEXAS: Knowing all the hidden connections among the key players.

Hometown: I was born in San Antonio, but as a military brat, I lived in Japan, suburban Washington, D.C., and Louisiana growing up.

Education: I have a bachelor's of fine arts received from Southern Methodist University in 1973.

I came to work for The Dallas Morning News in May 1972 as a summer intern in the business news department and never left -- so I've been here covering business for four decades.